Contract analysis

I. INTRODUCTORY RECITALS Crestline Packaging Solutions LLC, an Ohio limited liability company (EIN 31-1782094), and CPS Holdings Inc., a Delaware corporation (EIN 82-3491657), as reorganized debtors (collectively, the "Reorganized Debtors"), by and through their undersigned counsel, Calderwood & Harkness LLP, hereby respectfully certify as follows in connection with the occurrence of the Effective Date of the Prepack

1. On August 10, 2022, this Court entered its order (Dkt. 89) approving the Disclosure Statement for the Plan (as amended, the "Disclosure Statement"), which was filed with this Court at Dkt. 48, finding that the Disclosure Statement contained adequate information within the meaning of 11 U.S.C. § 1125(a) and authorizing the solicitation of votes on the Plan.

2. On September 2, 2022, after due notice and a hearing on the confirmation of the Plan, this Court entered its Order Confirming the Prepackaged Plan of Reorganization of Crestline Packaging Solutions LLC and CPS Holdings Inc. (the "Confirmation Order"), which appears on the docket at Dkt. 112. The Confirmation Order, among other things, confirmed the Plan in its entirety, approved all settlements and compromises emb

3. Pursuant to Article IX of the Plan, the Effective Date shall occur on the first business day after all conditions precedent to the Effective Date, as enumerated in Article IX, Section 9.2 of the Plan, have been satisfied or waived in accordance with the terms of the Plan. The Reorganized Debtors were required to file a notice or certificate with this Court upon the occurrence of the Effective Date.

4. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan or the Confirmation Order, as applicable. To the extent of any inconsistency between the definitions set forth herein and those set forth in the Plan, the definitions in the Plan shall control.

5. The Reorganized Debtors hereby submit this Certificate of Effectiveness (the "Certificate") in satisfaction of the notice requirements set forth in Article IX, Section 9.5 of the Plan and Paragraph 68 of the Confirmation Order.

II. CERTIFICATION OF EFFECTIVE DATE The Reorganized Debtors hereby certify that, as of 12:01 a.m. Eastern Time on September 30, 2022 (the "Effective Date"), all conditions precedent to the occurrence of the Effective Date of the Plan, as set forth in Article IX, Section 9.2 of the Plan and as further described in the Confirmation Order, have been satisfied or, where expressly permitted under the Plan, waived by the a

III. CONDITIONS PRECEDENT — ITEMIZED SATISFACTION A. Entry of the Confirmation Order (Plan § 9.2(a)) The Confirmation Order confirming the Plan was duly entered by the United States Bankruptcy Court for the Northern District of Ohio (Eastern Division), the Honorable Judge Patricia M. Weaver presiding, on September 2, 2022, and appears on the docket at Dkt. 112. The Confirmation Order includes all findings of fact and

I. Indefeasible Repayment of DIP Facility (Plan § 9.2(i)) In accordance with Article IV, Section 4.3 of the Plan, the $30,000,000.00 senior secured superpriority revolving debtor-in-possession credit facility (the "DIP Facility"), established pursuant to the DIP Credit Agreement dated as of June 24, 2022, among Crestline Packaging Solutions LLC, as borrower, CPS Holdings Inc., as guarantor, Ridgeline National Bank, N

IV. CONTINUING MANUFACTURING OPERATIONS The Reorganized Debtors respectfully inform the Court that, as of the Effective Date, they continue to operate their industrial packaging manufacturing business as a going concern at all four of their manufacturing facilities, as follows: The total workforce of approximately 1,420 employees has been maintained through the reorganization process, and the Reorganized Debtors are

V. SERVICE LIST This Certificate has been served in accordance with the applicable rules and orders of this Court on the following parties or their respective counsel:

1. Office of the United States Trustee, Region 9, Northern District of Ohio, Howard M. Metzenbaum U.S. Courthouse, 201 Superior Avenue, Cleveland, OH 44114.

2. Ridgeline National Bank, N.A., as administrative agent under the Exit Facility and the DIP Facility, 200 Public Square, Cleveland, OH 44114.

3. Hargrove, Mitchell & Saunders LLP, counsel to the Ad Hoc Group of First Lien Lenders, 51 West 52nd Street, New York, NY 10019 (Attn: Victoria Kline, Esq.).

4. Pemberton & Locke LLP, counsel to the Ad Hoc Group of Second Lien Noteholders, 1 Liberty Plaza, New York, NY 10006 (Attn: Raymond Delvecchio, Esq.).

5. Continental Fiduciary Trust Company, as indenture trustee for the 9.75% Senior Secured Second Lien Notes due 2024, 101 Barclay Street, New York, NY 10286.

6. All parties included on the Court's service list in Case No. 22-51247, as maintained by Pinnacle Claims Administration LLC.

VI. CONCLUSION The Reorganized Debtors respectfully submit that all conditions precedent to the occurrence of the Effective Date of the Plan, as set forth in Article IX, Section 9.2 of the Plan, have been duly satisfied or waived in accordance with the terms of the Plan, and that the Effective Date has occurred as of September 30, 2022. The Plan has been substantially consummated. The Reorganized Debtors reserve all